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    RATCH   TH0637010Y00

RATCH GROUP PUBLIC COMPANY LIMITED

(RATCH)
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Ratch : Resolutions of the 2021 Shareholders' Annual General Meeting

04/05/2021 | 06:18am EDT

- TRANSLATION -

Registered No. 0107543000031

RATCH 148/2021

5 April 2021

Subject:

Resolutions of the 2021 Shareholders' Annual General Meeting

Attention:

President of the Stock Exchange of Thailand

RATCH Group Public Company Limited (the "Company") hereby announces the resolutions passed by the 2021 Shareholders' Annual General Meeting (the "Meeting") held on 5 April 2021 at 2.00 p.m. at World Ballroom, Level 23, the Centara Grand & Bangkok Convention Centre at Central World Hotel, No. 999/99 Rama 1 Road, Phathumwan District, Bangkok as follows:

Agenda 1To consider and approve the Minutes of the 2020 Shareholders' Annual General Meeting held on 10 July 2020

RESOLUTION: The Meeting resolved the approval of the Minutes of the 2020 Shareholders' Annual General Meeting held on 10 July 2020 with a simple majority of votes of the shareholders present and voting at the meeting as follows:

Agreed by

1,036,137,299

votes

equivalent to

100.0000

per cent

Disagreed by

0

votes

equivalent to

0.0000

per cent

Abstained by

271,500

votes

not constituted as vote

Voided Ballot

77,600

votes

not constituted as vote

Total

1,036,137,299

votes

equivalent to

100.0000

per cent

Agenda 2To acknowledge the Board of Directors' annual report on the Company's performances in the previous year and other activities to be performed in the future

RESOLUTION: The Meeting resolved the acknowledgement of the Board of Directors' annual report on the Company's performances in previous year and other activities to be performed in the future without casting votes for the resolution.

Agenda 3To consider and approve the statements of financial position and the statements of income for the fiscal period ended 31 December 2020

RESOLUTION: The Meeting resolved the approval of the statements of financial position and the statements of income for the fiscal period ended 31 December 2020, which was audited by the Company's auditor and endorsed by the Company's Audit Committee and Board of Directors, with a simple majority of votes of the shareholders present and voting at the meeting as follows:

1

Agreed by

1,036,396,927

votes

equivalent to

99.9727

per cent

Disagreed by

283,400

votes

equivalent to

0.0273

per cent

Abstained by

6,900

votes

not constituted as vote

Voided Ballot

73,600

votes

not constituted as vote

Total

1,036,680,327

votes

equivalent to

100.0000

per cent

Agenda 4To consider and approve the appropriation of the annual profit year 2020 and dividend payment

RESOLUTION: The Meeting resolved the approval of the dividend payment from 1 January 2020 to 31 December 2020 operating results at Baht 2.40 per share or Baht 3,480 million in total or equivalent to 55.36 per cent of the profit of the consolidated financial statements. After deducting the interim dividend payment for the first half of 2020 operating results of Baht 1.15 per share, totaling Baht 1,667.50 million which was paid on 23 September 2020, the remaining dividend for the second half of 2020 operating results will be paid at Baht 1.25 per share or Baht 1,812.50 million in total. The Company will pay the dividend for the second half of 2020 operating results on Friday 23 April 2021.

The remaining year-end dividend which will be paid at Baht 1.25 per share allocated from the retained earnings that paid the corporate tax at 20 per cent rate and the individual shareholders are therefore entitled to obtain tax credit according to the above mentioned detail.

The Meeting also resolved the approval that no allocation will be made to the reserve fund required by laws since the Company's accumulated reserve fund totaled Baht 1,450 million that is equal to 10 per cent of its registered capital already.

The above resolution was approved the appropriation of the annual profit year 2020 and dividend payment by which no allocation will be made to the reserve fund required by laws since the Company's accumulated reserve fund totaled Baht 1,450 million that is equal to 10 per cent of its registered capital already and passed with the simple majority votes of the shareholders present and voting at the meeting as follows:

Agreed by

1,036,685,127

votes

equivalent to

100.0000

per cent

Disagreed by

0

votes

equivalent to

0.0000

per cent

Abstained by

2,100

votes

not constituted as vote

Voided Ballot

73,600

votes

not constituted as vote

Total

1,036,685,127

votes

equivalent to

100.0000

per cent

Agenda 5To consider the appointment of the Company's auditor and determination of the auditor's remuneration

RESOLUTION: The Meeting resolved the approval to appoint the KPMG Phoomchai Audit Limited and appoint anyone of Mr. Vairoj Jindamaneepitak (C.P.A. (Thailand) No. 3565), or Mr. Natthaphong Tantichattanon (C.P.A. (Thailand) No. 8829), or Miss Dussanee Yimsuwan (C.P.A. (Thailand) No. 10235 ), as the Company's auditor in 2021 ; being authorized to conduct the audit and express an opinion on the statutory financial statements of the Company.

2

In the absence of the above-named auditors, the KPMG Phoomchai Audit Limited is authorized to identify another Certified Public Accountant of the KPMG Phoomchai Audit Limited, and subject to the Board's consent, to carry on the work. The Meeting also approved the auditor's remuneration of Baht 1,900,000 in 2021 (excluding Out-of-Pocket expenses at the actual amount but not exceeding Baht 50,000).

The above resolution was approved the appointment of the Company's auditor and determination of the auditor's remuneration and passed with a simple majority of votes

of the shareholders present and voting at the meeting as follows:

Agreed by

957,776,956

votes

equivalent to

92.3933

per cent

Disagreed by

78,853,021

votes

equivalent to

7.6067

per cent

Abstained by

57,250

votes

not constituted as vote

Voided Ballot

73,600

votes

not constituted as vote

Total

1,036,629,977

votes

equivalent to

100.0000

per cent

Agenda 6To consider and determine the Director's remuneration

RESOLUTION: The Meeting resolved the approval of the Director's remuneration that is based on the same rate and criteria as the previous year as follows:

1. To allocate the 2020 annual bonus to the Company's Board of Directors as follows:

  1. The Chairman will receive annual bonus at Baht 1,500,000.
  2. Each Director will receive annual bonus at Baht 1,200,000.
  3. In case there is a period when one is appointed to hold more than one position as the Company's Director and/or the subsidiaries' Director, he/she will receive the annual bonus from the company that allocates the highest amount for such period.
  4. The annual bonus will be allocated according to the term period in the position and also to the attendance to the Board Meeting that the Director whose attendance is 75 per cent and above will receive full bonus allocated for that year, and the Director whose attendance is lower than 75 per cent will receive the bonus at pro rata.
  5. The Executive who is appointed as the Company's Director does not receive bonus as a director.

The total annual bonus will be approximately Baht 13.444 million or equivalent to 0.21 per cent of profit according to the consolidated financial statements of the Company.

3

2. To determine the retainer for the year 2021 to the Company's Board of Directors and its Sub-committees as follows:

  1. The retainer for the Company's Board of Directors will be paid on monthly basis and divided into 2 portions: 75 per cent fixedly paid and another 25 per cent paid on attendance. The said retainer will be paid at the rate of Baht 50,000 for the Chairman and Baht 40,000 for each Director.
  2. The retainer for the Sub-committees will be paid on attendance basis at the rate of Baht 30,000 for each sub-committee's chairman and Baht 24,000 for each member. The Committees consist of the Audit Committee, the Human Resources and Remuneration Committee, the Corporate Governance and Social Responsibility Committee, the Investment Committee, and the Risk Management Committee.

The Executive who is appointed as the Company's Director does not receive bonus as a director.

Other benefits: Directors do not receive other types of remuneration.

The above resolution was approved the determination of the Director's remuneration and passed with a vote of not less than two-thirds of the total votes of the shareholders

present at the meeting as follows:

Agreed by

1,033,453,697

votes

equivalent to

99.6803

per cent

Disagreed by

3,217,730

votes

equivalent to

0.3104

per cent

Abstained by

23,300

votes

equivalent to

0.0022

per cent

Voided Ballot

73,600

votes

equivalent to

0.0071

per cent

Total

1,036,768,327

votes

equivalent to

100.0000

per cent

Agenda 7To consider the election of directors in place of those retiring by rotation

RESOLUTION: The Meeting resolved the election of directors in place of those retiring by rotation to be effective since the day after the 2021 Shareholders' Annual General Meeting date onwards, with a simple majority of votes of the shareholders present and voting at the meeting as follows:

1. Mr. Ratanachai Namwong, Independent Director (First Term)

Agreed by

1,034,288,144

votes

equivalent to

99.7681

per cent

Disagreed by

2,404,583

votes

equivalent to

0.2319

per cent

Abstained by

8,400

votes

not constituted as vote

Voided Ballot

73,600

votes

not constituted as vote

Total

1,036,692,727

votes

equivalent to

100.0000

per cent

4

2. Mr. Suthon Boonprasong, Director (Re-elected)

Agreed by

1,031,443,322

votes

equivalent to

99.4936

per cent

Disagreed by

5,249,405

votes

equivalent to

0.5064

per cent

Abstained by

8,400

votes

not constituted as vote

Voided Ballot

73,600

votes

not constituted as vote

Total

1,036,692,727

votes

equivalent to

100.0000

per cent

3. Mr. Nutthavutthi Chamchang, Director (Re-elected)

Agreed by

1,032,324,212

votes

equivalent to

99.5786

per cent

Disagreed by

4,368,515

votes

equivalent to

0.4214

per cent

Abstained by

8,400

votes

not constituted as vote

Voided Ballot

73,600

votes

not constituted as vote

Total

1,036,692,727

votes

equivalent to

100.0000

per cent

4. Mr. Kijja Sripatthangkura, Director (Re-elected)

Agreed by

1,032,060,382

votes

equivalent to

99.5532

per cent

Disagreed by

4,632,345

votes

equivalent to

0.4468

per cent

Abstained by

8,400

votes

not constituted as vote

Voided Ballot

73,600

votes

not constituted as vote

Total

1,036,692,727

votes

equivalent to

100.0000

per cent

Agenda 8To consider other businesses (if any)

None

Please be informed accordingly.

Yours sincerely,

(Mr. Kijja Sripatthangkura)

Chief Executive Officer

Company Secretary Office

Tel. +66 2794 9510

Fax. +66 2794 9888 Ext. 9510

5

Disclaimer

Ratchaburi Electricity Generating Holding pcl published this content on 05 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 April 2021 10:17:01 UTC.


© Publicnow 2021
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Sales 2021 36 513 M 1 095 M 1 095 M
Net income 2021 6 872 M 206 M 206 M
Net Debt 2021 42 409 M 1 272 M 1 272 M
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Average target price 50,63 THB
Spread / Average Target 10,1%
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Kijja Sripatthangkura Chief Executive Officer & Director
Wadeerat Charoencoop Chief Financial Officer
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Prayut Thongsuwan Executive Vice President-Corporate Administration
Prapon Kitichantaropas Independent Director